NOW THEREFORE, in consideration of the premises set forth above and the promises set forth below, the sufficiency and receipt of which are hereby acknowledged, the parties hereby agree as follows:
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A. Charter. UBE hereby grants to the Chapter a non-exclusive charter to be a chapter of UBE. In accordance therewith, Chapter is authorized to use the name “Union of Black Episcopalians,” “UBE” and logo of UBE in or in connection with Chapter’s name, acronym and logo, with the authority to use such marks in connection with Chapter’s activities authorized under this Agreement, subject to the terms and conditions of this Agreement and any written guidelines attached hereto, otherwise incorporated herein, or subsequently provided to Chapter by UBE.
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B. Term and Termination. The Term of this Agreement shall commence on the effective date set forth above and shall continue until revoked by UBE or surrendered by Chapter, pursuant to the terms of this Agreement for revocation and surrender.
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C. Territory. Chapter shall represent UBE as UBE’s affiliate in (the “Territory”), pursuant to and in accordance with UBE’s mission and purposes as set forth in UBE’s Articles of Incorporation and Bylaws or as otherwise established by UBE’s Board of Directors. Chapter acknowledges that this designation is non exclusive in the Territory and that UBE may, in its sole discretion, designate other affiliates in the Territory or may sponsor or conduct programs, accept members, and perform other activities within the Territory.
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D. Authorized Activities. UBE specifically authorizes Chapter to conduct activities within the Territory as may be consistent with the mission and purposes of UBE arid in which UBE may from to time to time authorize Chapter to engage. In conducting those activities, the Chapter shall abide by and promote the purposes and objective of UBE as set forth in the UBE Bylaws. The Chapter shall conduct all activities in a manner to uphold the highest professional and ethical standards of UBE.
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A. Bylaws and Other Requirements. As a condition of receipt of its charter as a chapter of UBE, Chapter heretofore provided to UBE, and UBE provided its approval to the Bylaws of Chapter. Such Chapter Bylaws are, and shall remain, consistent in all material respects with UBE Bylaws incorporated by reference herein. Chapter shall have as its purposes those set forth in the UBE Bylaws, shall conduct its activities at all times in strict accordance with such Bylaws, and shall comply at all times with all of the requirements set forth in UBE’s Bylaws and all other chapter related policies, the Guidelines for the Administration of UBE Chapters, procedures, handbooks, or other written guidance heretofore or hereafter promulgated by UBE (all of which are incorporated by reference herein).
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B. Governance. The Chapter shall be governed by a Chapter-elected Board of Directors and officers in accordance with its Bylaws. No person, firm, organization or other entity shall be elected, appointed, or otherwise assigned to act in an official capacity, in or on behalf of the Chapter, who is not a current member of UBE.
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C. Compliance with Laws. Chapter warrants that it is in full compliance with all applicable laws, regulations and other legal standards that may affect its performance under this Agreement, and shall remain in full compliance with, and otherwise conduct its activities at all times in accordance with, all applicable law, regulations and other legal standards.
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D. Tax Exempt Activity Limitations. The UBE is prohibited from engaging in certain activities that are specified in the applicable tax laws. For example, and not by way of limitation, the UBE as a tax-exempt organization is prohibited from participating in or intervening in any political campaign on behalf of or in opposition to a candidate for public office. The Chapter shall not engage in activities that are not tax exempt under IRS 501(c)(3) and shall seek guidance from UBE in connection with Chapter activities and the applicability of IRS 501(c)(3) (if applicable).
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E. Record keeping, Reporting and Inspection. The Chapter shall establish and maintain a bank account or accounts and financial records of all income and expenses. Chapter shall maintain reasonable records related to all of its programs, activities and operations. Chapter shall submit regular written reports, no less than once per year, to UBE summarizing its programs, activities and operations, including but not limited to budget and financial statements. Upon the written request of UBE and at UBE’s expense, Chapter shall permit UBE or UBE’s designated agent to review appropriate records of Chapter pertaining to its programs, activities and operations. Alternatively, Chapter shall send to UBE copies of such records.
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F. Programs and Activities. Chapter shall endeavor to sponsor and conduct programs and activities that further the purposes and objectives of UBE, and shall use its best efforts to ensure that such programs and activities are of the highest quality with respect to content, materials, logistical preparation, and otherwise.
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G. Government Affairs Efforts. Chapter shall endeavor to conduct government affairs efforts within the Territory consistent with the purposes and objectives of UBE. In performing this function, Chapter shall work with UBE in order to ensure national consistency in these efforts. Chapters are prohibited from involvement in election campaigns.
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Chapter shall indemnify, save and hold harmless UBE, from and against any and all claims, actions, suits, demands, losses, damages, judgments, settlements, costs and expenses (including reasonable attorneys’ fees and expenses), and liabilities of every kind and character whatsoever (a “Claim”), which may arise by reason of (i) any act or omission by Chapter or any of its members or officers.
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A. Entire Agreement. This Agreement: (i) constitutes the entire agreement between the parties hereto with respect to the subject matter hereof; (ii) supersedes and replaces all prior agreements, oral and written, between the parties relating to the subject matter hereof; and (iii) may be amended only by a written instrument clearly setting forth the amendment(s) and executed by both parties.
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B. Governing Law. All questions with respect to the construction of this Agreement or the rights and liabilities of the parties hereunder shall be determined in accordance with the laws of the State of Ohio.
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C. Counterparts. This Agreement may be executed in one (1) or more counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument.
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D. Notice. All notices and demands of any kind or nature that either party may be required or may desire to serve upon the other in connection with this Agreement shall be in writing and may be served personally, by certified mail, or by overnight courier, with constructive receipt deemed to have occurred on the date of the mailing, sending of such notice, to the following addresses:
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If to UBE: Union of Black Episcopalians, 3737 Seminary Road, Alexandria, Virginia 22304, Attn: The Very Rev. Kim L. Coleman, National UBE President
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If to Chapter:
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Chapter Name:
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Street Address:
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City , State , Zip:
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Attn:
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Phone:
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Fax:
IN WITNESS WHEREOF, the parties hereto have caused duplicate originals of this Agreement to be executed by their respective duly authorized representatives as of the date and year first above written.
